Moody's Corporation filed SEC Form 8-K: Creation of a Direct Financial Obligation
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 2.03, “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 6, 2024, Moody’s Corporation (the “Company”) entered into a credit agreement (the “Credit Agreement”) among the Company, the borrowing subsidiaries party thereto, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto. The Credit Agreement provides a senior, unsecured revolving credit facility (the “Facility”) in an aggregate principal amount of up to $1.25 billion that matures in May 2029. The Credit Agreement replaces the Company’s existing $1.25 billion credit agreement that was scheduled to mature in December 2026. The proceeds from the Facility may be used for general corporate purposes. Interest on borrowings under the Facility is payable at rates that are based on an adjusted Term SOFR Rate plus a premium that can range from 80.5 basis points to 122.5 basis points, depending on the Company’s index debt ratings, as set forth in the Credit Agreement. The Company also has the option to choose other rates, such as those based on adjusted Daily Simple SOFR or alternate base rate. The Company also pays quarterly facility fees, regardless of borrowing activity under the Facility. The quarterly fees for the Facility can range from 7 basis points of the Facility amount to 15 basis points, depending on the Company’s index debt ratings.
The Credit Agreement contains covenants that, among other things, restrict the ability of the Company and its subsidiaries, without the approval of the required lenders and subject to certain exceptions, to engage in mergers, consolidations, asset sales, transactions with affiliates, sale and leaseback transactions or to incur liens, as set forth in the Credit Agreement. The Credit Agreement also contains a financial covenant that requires the Company to maintain a Total Debt to EBITDA Ratio (as defined in the Credit Agreement) of (i) not more than 4 to 1 at the end of any fiscal quarter or (ii) not more than 4.5 to 1 as of the end of the first three consecutive quarters immediately following any acquisition with consideration in excess of $500,000,000, subject to certain conditions as set forth in the Credit Agreement. The Credit Agreement also contains customary events of default.
The foregoing descriptions of the Facility and the Credit Agreement are qualified in their entirety by reference to the Credit Agreement, which is included as Exhibit 10.1 to this Current Report and is incorporated by reference as though fully set forth herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 10.1 | Credit Agreement, dated as of May 6, 2024, among Moody’s Corporation, the borrowing subsidiaries party thereto, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOODY’S CORPORATION | ||
| By: | /s/ Elizabeth M. McCarroll | |
| Elizabeth M. McCarroll | ||
| Corporate Secretary and Associate General Counsel | ||
Date: May 6, 2024